Cairo on: 25 January 2009

Dear Sir /

Bank

Greetings,

We hope you find enclosed herewith copies of the resolutions of the Board of Directors of the Central Bank of Egypt at its meeting held on 6 January 2009, Nos. 2009/104 regarding the rules for evaluating goodwill and 2009/105 regarding the rules and regulations for bank financing for the acquisition of companies.

Please be advised of the need to fully comply with the controls and rules contained in the aforementioned resolutions effective from 26/1/2009. The Supervision and Inspection Sector will forward to you the statement to be completed periodically by your bank.

Accept our highest regards,

Tarek Qandil

Board

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Issuance No.: 1/3Q.M 2009/1 Date: 2009/1/6

Resolution of the Board of Directors of the Central Bank of Egypt No. 104 / 2009 At its meeting held on 6 January 2009 regarding the rules for evaluating Goodwill

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After reviewing the Law of the Central Bank and the Monetary and Banking System issued by Law No. 88 of 2003, and the Executive Bylaw of the Law of the Central Bank and the Monetary and Banking System issued by Presidential Decree No. 101 of 2004, and based on the approval of the Board of Directors of the Central Bank of Egypt at its meeting held on 6 January 2009.

Decided

(Article One) In determining the net assets of companies for the purpose of granting credit:

-1. The value of internally generated goodwill resulting from the restructuring of companies belonging to a single group is not recognized.

-2. If the value of goodwill results from an acquisition between two unrelated companies, the value of goodwill is recognized as follows:

a. If the acquisition is through a strategic investor - meaning that the acquiring company operates in the same field of activity as the acquired company or integrates vertically with it - the full value of the goodwill may be recognized.

b. If the acquisition is carried out through companies or direct investment funds or companies established to complete the acquisition or companies operating in the risk capital field - the recognized value shall not exceed 50% of the value of the goodwill.

Board

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Issuance No.: 1/3Q.M 2009/1 Date: 2009/1/6

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(Article Two)

In applying the provisions of Article One, banks must observe the following:

-1. The assessment must reflect the fair value of all assets and liabilities as a whole, including potential liabilities that are determinable, and considering the impact of choosing an annual or periodic measure of goodwill impairment. -2. The assessment of the mentioned assets and liabilities must be conducted by recognized entities with expertise in the field of assessment and in accordance with Egyptian Accounting Standards or International Financial Reporting Standards (IFRS) regarding the recognition of intangible assets.

Secretary of the Board of Directors

Dr. Mohamed Amal El-Din Mounir

Board

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Issuance No.: 2/3Q.M 2009/1 Date: 2009/1/6

Resolution of the Board of Directors of the Central Bank of Egypt No. 105 / 2009 At its meeting held on 6 January 2009 regarding the rules and regulations for bank financing for the acquisition of Companies

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After reviewing the Law of the Central Bank and the Monetary and Banking System issued by Law No. 88 of 2003

And the Executive Bylaw of the Law of the Central Bank and the Monetary and Banking System issued by Presidential Decree No. 101 of 2004, without prejudice to the credit issuance controls issued by the Central Bank of Egypt,

And based on the approval of the Board of Directors of the Central Bank of Egypt at its meeting held on 6 January 2009.

Decided

(Article One) The provisions of this resolution apply to bank financing granted for the purpose of full or partial acquisition of companies. Acquisition, in the application of the provisions of this resolution, means the acquiring company owning more than 50% of the shares of the target company or any percentage that makes it directly or indirectly control the decisions of the Board of Directors or the General Assembly of the target company.

(Article Two) While observing the controls and rules previously issued by the Central Bank of Egypt regarding the financing of share purchases and the granting of credit, the bank wishing to grant financing for the purpose of acquisition must observe the following controls and rules: 00/0 ________________________________________________________________ : 31 Qasr St - - : - Office Tel: 3952625 - : 586 - Fax:
: 672 : 3938662 :

Board

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Issuance No.: 2/3Q.M 2009/1 Date: 2009/1/6

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.1 That the bank has an approved policy by its Board of Directors regarding the financing of acquisitions of companies.

.2 The sufficiency of cash flows required to repay the financing, whether from the acquiring company, the target company, or the new company resulting from the merger.

.3 Conducting a comprehensive legal and financial due diligence of the target company through specialized legal and financial consulting firms with experience in this field, with the financial inspection being based on financial statements prepared in accordance with Egyptian Accounting Standards or International Financial Reporting Standards (IFRS).

.4 The bank conducting financial analysis studies of the acquisition operation in light of the results of the financial and legal inspections, as well as preparing a specific valuation report for that purpose.

.5 In cases of acquisition through tender offers on listed shares on the stock exchange where comprehensive legal and financial due diligence cannot be conducted for legal, regulatory, or procedural reasons, the bank may rely on the financial reports and studies available to it and the information published about the company.

.6 The bank may, in cases it deems appropriate, engage an external entity with expertise in the field of activity of the target company to verify its valuation, relying on multiple valuation bases.

(Article Three) The risk weight is increased when calculating the bank's capital adequacy ratio as follows:

a. 150% for acquisition operations through a strategic investor, meaning that the acquiring company operates in the same field of activity as the target company or integrates vertically with it.

b. 200% for acquisition operations carried out through companies or direct investment funds or companies established to complete the acquisition or companies operating in the risk capital field.

00/0 ________________________________________________________________ : 31 Qasr St - - : - Office Tel: - : 586 - Fax: 3952625 3917682 : 672 : 3938662 :

Board

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Issuance No.: 2/3Q.M 2009/1 Date: 2009/1/6 -3-

(Article Four) The total financing for acquisition purposes shall not be increased by more than 5% of the total loan portfolio of the bank at the time of issuance, and the limit of financing for a single operation and related parties shall not exceed 20% of this total percentage.

(Article Five) Banks are bound by the resolution of the Board of Directors of the Central Bank of Egypt No. 104 dated 6 January 2009 regarding the rules for evaluating goodwill.

(Article Six) The controls and rules contained in this resolution apply to acquisition operations conducted after the effective date of its provisions. Banks that have financed acquisition operations prior to this date are required to regularize their status in accordance with its provisions within one year from the effective date. These banks must notify the Central Bank of Egypt of the financing granted for previous acquisition operations prior to the effective date of this resolution within two months from this date.

Secretary of the Board of Directors

Dr. Mohamed Amal El-Din Mounir

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: 31 Qasr St - - : 11511 - Office Tel: 3952625 - : 586 - Fax:
: 672 : 3938662 :